Bylaws of University Council

I. Scope and Purpose

The University Council of the University of Pennsylvania is a deliberative and broadly representative forum which exists to consider the activities of the University in all of its phases, with particular attention to the educational objectives of the University and those matters that affect the common interests of faculty, staff and students. It may recommend general policies and otherwise advise the president, the provost, and other officers of the University. It is authorized to initiate policy proposals as well as to express its judgment on those submitted to it by the administrative officers of the University and its various academic divisions. It is also empowered to request information through appropriate channels from any member of the University administration.

In its deliberative role, as it undertakes to reach collective decisions on policies to be initiated or evaluated for recommendation to officers of the University, an important function of the University Council is to transform the interests of its various constituency groups into forms congruent with the interest of the University as a whole. In such a case, a majority decision should be articulated in terms of the University's general welfare and constructed to advance this welfare. In its representative role, an important function of the University Council is to inform the officers of the University-as well as the citizens of the University at-large-of the range and strength of views held by members of the University community. In this case, the public expression of a heterogeneity of views, without their resolution into a majority agreement for action, may serve the University Council's advisory purpose most authentically, and especially so when such a diversity of discourse increases understanding among constituencies in addition to revealing the breadth of considered opinion as a ground for accommodation in subsequent University policy making.

II. Membership

1. COMPOSITION

The University Council shall be composed of administrative officers and elected representatives of the faculty, students, and staff as follows:

(a) Forty-five members of the Executive Committee of the Faculty Senate. The Faculty Senate shall insure that each faculty is represented and that at least three assistant professors serve on the Council. The members of the Faculty Senate Executive Committee who are members of the Council shall otherwise be chosen in accordance with the rules of the Faculty Senate.

(b) One full-time lecturer, one full-time member of the research faculty, and one postdoctoral trainee to be selected to serve a two-year term by vote of their peers. Elections will be facilitated by the Office of the Secretary in consultation with the Steering Committee.

(c) Eleven administrative officers, including the president, the provost, and nine members of the administration to be appointed annually by the president, at least five of whom shall be deans of faculties.

(d) Fifteen graduate and professional students elected as members of the Graduate and Professional Student Assembly. The Graduate and Professional Student Assembly shall insure that, to the extent possible, each school is represented. The members of the Graduate and Professional Student Assembly who are members of the Council shall otherwise be chosen in accordance with the rules of the Graduate and Professional Students Assembly.

(e) Fifteen undergraduate students elected as members of the Undergraduate Assembly. The Undergraduate Assembly shall insure that, to the extent possible, each undergraduate school is represented. The members of Undergraduate Assembly who are members of the Council shall otherwise be chosen in accordance with the rules of the Undergraduate Assembly.

(f) Two elected representatives of the Penn Professional Staff Assembly.

(g) One elected representative of the Librarians Assembly.

(h) Two elected representatives of the Weekly-Paid Professional Staff Assembly.

(i) One elected representative of the United Minorities Council.

2. ELECTION

Members of the Council who are to be chosen by election shall be selected no later than September 30 of the year of their membership in the Council, according to procedures established by their respective governing bodies, namely the Faculty Senate, the Graduate and Professional Student Assembly, the Undergraduate Nominations and Elections Committee, the Penn Professional Staff Assembly, the Librarians Assembly and the Weekly-Paid Professional Staff Assembly. Such elections shall be democratic in both principle and practice.

Each academic year the secretary shall, not later than the first full week of October, distribute a list of the members of the Council for the current academic year.

3. TERMS OF OFFICE

(a) The term of office of members of the Council other than the administrative officers, the chair, chair-elect and past chair of the Faculty Senate, the chair of Graduate and Professional Student Assembly, the chair of the Undergraduate Assembly, the full-time lecturer, and the full-time member of the research faculty shall be as specified in the rules of their respective governing bodies but in no case for more than four consecutive academic years.

(b) The terms of office of new members of the Council, other than members elected to fill vacancies, shall commence with the taking up of business at the first meeting of the academic year. The terms of office of retiring members of the Council shall conclude upon the close of business at the last meeting of the academic year. The Steering Chair and the new Steering Committee shall take up items that may arise between the last meeting of the old Council and first meeting of the new Council. The Steering Chair shall report any such items at the first Council meeting of the academic year.

4. VACANCIES

(a) Vacancies among elected representatives of the respective governing bodies shall be filled according to procedures of the body that elected them.

(b) Vacancies among administrative officers shall be filled by the president.

(c) Vacancies in the representatives of the full-time lecturer; the full-time member of the research faculty and the postdoctoral trainee shall be filled by vote of the Steering Committee.

5. DUTIES

Membership on the Council requires a readiness to attend meetings of the Council regularly and to participate fully in its business, including the work of its committees. It is the continuous obligation of the members of the Council to report to the members of their constituencies about the discussions, decisions, and recommendations of the Council and to solicit questions and suggestions from them for presentation to the Council.

III. Positions

There shall be a presiding officer and moderator of the Council. There shall also be a parliamentarian and a secretary, who shall not be members of the Council.

1. PRESIDING OFFICER AND MODERATOR

The president of the University is the presiding officer of the Council. Each year, with the advice of the Steering Committee and the consent of the Council, the president shall appoint a moderator of the Council, who shall become a non-voting member of the Council. The president, or in the absence of the president, the provost, shall open each meeting and shall normally turn the conduct of the meeting over to the moderator.

An alternate appointed by the president shall conduct the meeting on a temporary basis in the absence of the moderator. If the moderator is absent from three meetings in an academic year, the president shall remove the moderator and, with the advice of the Steering Committee and the consent of the Council, appoint a new moderator to serve for the remainder of the academic year.

2. PARLIAMENTARIAN

The president shall each year appoint a parliamentarian, in consultation with the Steering Committee. It is the parliamentarian's duty to advise the moderator and the presiding officer in the application of Robert's Rule of Order Revised, as modified by special rules of the Council.

3. SECRETARY

The secretary of the University or the secretary's designee shall be secretary of the Council. In addition to duties specified elsewhere in these bylaws, it is the duty of the secretary to issue notices of meetings of the Council, to record the minutes of such meetings and distribute them to its members, to receive communications for the Council, and to perform any other duties assigned by the presiding officer, the Steering Committee or the Council. The secretary shall supply members of the Council with a copy of these bylaws and appendices and amendments thereto, a current list of members of the Council, and a list of members of the Council's committees. The secretary of the Council shall serve as secretary of the Steering Committee.

4. COUNCIL STAFF

The Council shall be assisted by such staff of the University as is required in the conduct of its business. Staff personnel shall not be members of the Council. The secretary shall be aided by such additional persons as may be necessary.

IV. Meetings

1. STATED MEETINGS

The normal schedule of the stated meetings of the Council shall be 4 p.m. monthly for the months of September through April. Meetings shall continue no later than 6 p.m. unless extended by action by a majority of members in attendance. Stated meetings may be canceled and the times and dates of stated meetings may be changed only by vote of the Steering Committee.

2. SPECIAL MEETINGS

A special meeting shall be called whenever requested by the president or the provost, or by decision of the Steering Committee, or by petition of 25 percent of the total membership of the Council.

3. AGENDA

Any member of the University may suggest questions or proposals for the consideration of the University Council by submitting them in writing to the Steering Committee addressed to the Chair of the Steering Committee, in care of the Faculty Senate Office. At any Council meeting, a member of the Council may propose and a majority of those voting may adopt an item for the agenda of the next meeting.

The Steering Committee, acting in response to the directions of the Council and the requests of the respective governing bodies, shall complete the agenda for each meeting of the Council. To the extent possible, the Steering Committee will indicate to the Council at each meeting the items it intends to include on the agenda of subsequent meetings.

Each meeting of the Council should accommodate committee reports and administrative reports, as well as discussion on issues that occur in the conduct of the Council's normal business or which arise unexpectedly during the year. The allocation of emphasis, which follows, for the agenda of each stated meeting is to indicate the various focuses of the course of the Council's work for the year. In addition, the specific designations of stated meetings for reports by University officials are provided to supplement and structure the usual and continuing accessibility of these officials to questioning by members of the Council.

(a) The agenda of the first (September) stated meeting of the Council in each academic year shall include the selection and ranking of issues to be dealt with during the academic year. The Steering Committee shall present to the Council its recommendation with respect to such issues and the charging of committees, but the Council shall not be limited in its selection of issues or in the construction of committee charges to those recommended by the Steering Committee. To the extent possible, the Council shall select the central issues for primary focus during the year, and shall refer them to the relevant standing committees or special committees, with the expectation of reports in time for its deliberation before the end of the academic year. Each active Council committee shall be informed of the dates when such committee is to report to the Council.

(b) The agenda of the second (October) stated meeting of the Council in each academic year shall include extended reports by the president, the provost and other administrators selected by the president and provost or by the vote of the Council. These reports shall cover the state of the University, with particular attention to the activities of the University with respect to which significant problems are perceived. The president, provost and other administrators may be questioned on subjects other than those included in their reports. Adequate time shall be allotted for full and open discussion.

(c) The agenda of the third or fourth (November or December) stated meetings of the Council in each academic year shall incorporate an open forum to which all members of the University community are invited and during which any member of the University community can direct questions to the Council.

(d) The agenda of the seventh (March) stated meeting of the Council in each academic year shall include extended reports by the president, the provost and other administrators covering budgets and plans for the next academic year. Adequate time shall be allotted for full and open discussion of these reports.

(e) The agenda of the remaining (March and April) meetings shall include reports by Council committees and such other items as the Council may direct. The April meeting shall also include a preliminary discussion of issues to be dealt with in the coming academic year.

4. NOTICE OF MEETINGS AND COMMITTEE REPORTS

Notices of all meetings, the agenda, and reports of committees that will be presented for action by the Council shall be distributed to members at least five days in advance of the meeting.

Resolutions on the agenda may come from any member of the Council. Resolutions shall be submitted to the Council through the Steering Committee, accompanied by the advice of the Steering Committee whenever the Steering Committee believes that its advice would be helpful. The Council, by affirmative vote of a majority of members attending a meeting in the presence of an actual quorum, may decide to act on a matter not on the agenda for action; otherwise no action, including a straw vote, may be taken.

5. CONDUCT OF MEETINGS

Forty percent of the full membership shall constitute an actual quorum. If at any time during a meeting an actual quorum has been established, a working quorum will be in effect until the stated time of adjournment. Except as otherwise specified in these bylaws, Council action may be concluded by a working quorum. Voting shall ordinarily be by voice or by show of hands, at the discretion of the moderator. A roll call vote shall be taken upon motion and the affirmative vote of one-fourth of the voting members present. Conduct of the meetings shall conform to the latest edition of Robert's Rules of Order Revised, as modified by these bylaws and by special rules of the Council. The Steering Committee, subject to directions of the Council, may formulate Rules of the Day, such as the designation of limitations on the time for the debate of specified issues, or on the time for each member to speak or respond, in the interest of distributing the opportunity to be heard. Changes in these rules shall require a majority vote of members attending, at a time when an actual quorum is present.

6. PERSONS ENTITLED TO ATTEND

Meetings of the Council shall be open to members of the Council. Chairs of Council committees and subcommittees, non-Council members of the Senate Executive Committee, non-Council members of the Graduate and Professional Student Assembly Executive Committee and non-Council members of the Undergraduate Assembly Steering Committee may also attend as observers. Non-members of the Council, who are members of committees reporting to the Council at a particular meeting, or who are expressly invited by the secretary on designation by the Council, or by the Steering Committee, may attend a particular meeting and may be invited to participate in discussion, without vote. All Deans and Administrators (academic and non-academic) other than those appointed to membership in Council may attend Council as non-voting observers upon invitation of the president.

The chair of a reporting committee, if not a member of the Council, shall be given all the privileges of membership, including the making of motions, but excluding voting, during the discussion.

Other members of the University community will be allowed to attend Council meetings if there is space in the Council room to accommodate them, and if they have asked to attend by signing a list maintained by the Secretary's Office prior to the meeting. All members of the University community may attend a Council meeting designated as a forum for open discussion by the University community.

Any non-member attending a meeting who, in the opinion of the moderator, does not preserve the decorum of the meeting will be required to leave. Members of the Council and other members of the University authorized to speak at a meeting of the Council shall not be subject to inquiry or sanction, under any of the University's procedures for limiting unprotected expression, for any speech or debate during a meeting of the Council.

V. Steering Committee

1. COMPOSITION

The Steering committee shall consist of the president of the University, the provost, the chair, the chair-elect and the past chair of the Faculty Senate, the chair of the Undergraduate Assembly, the chair of the Graduate and Professional Student Assembly, the chair of the Penn Professional Staff Assembly, and the chair of the Weekly-Paid Professional Staff Assembly. Drawn from the Council membership there shall be in addition four faculty members, one graduate/professional student, and one undergraduate student elected by the respective governing bodies, as well as one additional member of the Penn Professional Staff Assembly, and one additional member of the Weekly-Paid Professional Staff Assembly, each elected by their representative assemblies. The chair of the Faculty Senate shall be the chair of the Steering Committee. In the absence of the chair, or at the request of the chair, the chair-elect shall serve as chair of the Steering Committee. The Council moderator will be an official observer at meetings of the Steering Committee. The secretary of the Council shall serve as secretary of the Steering Committee. Members of the Steering Committee may attend the meetings of Council committees.

2. DUTIES

(a) The Steering Committee, within the limits imposed under IV.3, above, and subject to the directions of the Council, shall prepare the agenda for meetings of the Council. Announcement of forthcoming Steering Committee meetings shall be published in Almanac reminding the University community of the appropriate means to re-quest that items be placed on the agenda of the Council, as provided for in IV.3.

(b) The Steering Committee shall have cognizance of the rules of procedure of the Council and its committees, and may recommend from time to time such modifications of Robert's Rules of Order Revised, or special rules of procedure, as are deemed particularly appropriate for the efficacious consideration of proposals by the Council.

(c) Resolutions that committees elect to place on the Council agenda should be submitted to the Council through the Steering Committee. The Steering Committee shall promptly forward all such resolutions to the Council. The Steering Committee shall also inform the Council of its decisions concerning the inclusion of such resolutions on the agenda of a Council meeting. The Steering Committee may give its advice concerning such resolutions to the Council whenever the Steering Committee believes that its advice would be helpful.

(d) The Steering Committee shall publish an annual report to the University community. This report, to be published early in the academic year, shall include a review of the previous year's Council deliberations (highlighting both significant discussions and the formal votes taken on matters of substance) and a survey of major issues to be taken up by the Council during the coming year.

3. VACANCIES

Vacancies among the elected members of the Steering Committee shall be filled by election of the respective governing and elective bodies affected by the vacancies, following the rules of those bodies.

4. EMAIL MOTIONS AND VOTING

(a) A motion by a member of the Steering Committee for action or resolution by the Steering Committee may be made and seconded by email transmission in lieu of a meeting.  If the moving member proposes that the motion be subject to an email ballot, the motion must explain why consideration of the motion should occur before the next regularly scheduled meeting of the Steering Committee or a special meeting.

(b) A vote by the members of the Steering Committee may be taken by email transmission on an action or resolution on at least ten days email notice by the chair of the Faculty Senate and only if the notice states that the chair, the chair-elect and the past chair of the Faculty Senate believe that a delay would pose material risks to the interests of the Steering Committee or Council. An email ballot will not be conducted if, within five days after the chair of the Faculty Senate notifies members of the Steering Committee of a proposed email ballot, three or more members of the Steering Committee request that the subject of the proposed email ballot be voted on in a meeting.  A motion will carry in an email ballot only if at least two-thirds of the members of the Steering Committee cast votes and the motion receives a simple majority of those voting.

VI. Committees

The committees governed by these bylaws are the standing committees of the Council, subcommittees of standing committees, special committees created by the Council from time to time, and the independent committees.

Members of all standing committees and the independent committees, other than the Committee on Open Expression, shall be chosen in the numbers required for each committee according to procedures established by the respective governing bodies as listed in II.2. The term of office for members of committees shall, unless otherwise specified in the charges, be one year.

Any member of the University may be asked to serve on committees of the University Council and only members of the University shall be eligible for membership on the committees. All committee members are eligible for reappointment. Members may be reappointed, if mutually agreeable, for a maximum of four years total consecutive service. To provide continuity, chairs-elect may be designated.  Committee chairs, in consultation with their committee, may invite guests to attend committee meetings.

To the extent possible, each committee should normally include at least one faculty member, one undergraduate student and one graduate student who are members of the Council. The members of committees shall be selected by the respective governing and selective bodies in the numbers required for each committee.  Committee representatives of graduate/professional students, undergraduate students, the Penn Professional Staff Assembly and the Weekly-Paid Professional Staff Assembly who are unable to attend a meeting may select a non-voting alternate to take their place. If possible they should consult with their nominating body regarding the alternate.  The president or the provost may name one or more liaisons to any standing committee, subcommittee or special committee.

The memberships specified in the committee charges which follow constitute the normal makeup of each committee. Changes can be made only by action of the Council through amendments to the bylaws, as provided for in section VII, provided, that if after reasonable efforts a relevant nominating or selecting constituency has been unable to identify a sufficient number of persons willing to serve on a committee, with the approval of the Steering Committee the committee shall be fully constituted with a fewer number.

1. STANDING COMMITTEES

The standing committees of the Council are those whose activities are directly instrumental in advancing the work of the Council. The president, provost, chair and chair-elect of the Faculty Senate, chair of the Graduate and Professional Student Assembly, and chair of the Undergraduate Assembly (or their designees) shall be entitled to attend meetings of all standing committees of the Council and to participate in the discussions.

In cases where a committee has an oversight or advisory function to a branch or department of the University administration, in general the administrators who serve as ex officio members should serve primarily as liaison and resource persons to support the work of the committee under the direction of its chair and members, and accordingly should not vote.

Reports and communications by committees to the Council shall be submitted to the Council through the Steering Committee for inclusion in the agenda and publication in Almanac. The Steering Committee shall promptly forward all such reports and communications to the Council, and it shall monitor committee activities and, as necessary, report on these activities to the Council.

Each standing committee (except as otherwise specified below in this section) shall consist of not fewer than five and not more than eight faculty members, two representatives of the Penn Professional Staff Assembly, two representative of the Weekly-Paid Professional Staff Assembly, two graduate/professional students, and two undergraduate students.

(a) Committee on Academic and Related Affairs

The Committee on Academic and Related Affairs:
(i)  shall have cognizance over matters of recruitment, admissions, and financial aid that concern the University as a whole and that are not the specific responsibility of individual faculties, including the authority to carry out studies on existing recruitment and admissions procedures and their relationships with existing policies on admissions and financial aid and to recommend changes in policy to the Council;

(ii)  shall consider the purposes of a University bookstore and advise the Council and the management of the University bookstore on policies, development, and operations;

(iii)  shall review and monitor issues related to the international programs and other international activities of the University, including advice and policy recommendations in such areas as services for international students and scholars, foreign fellowships and studies abroad, faculty, staff and student exchange programs, and cooperative undertakings with foreign universities;

(iv)  shall advise the vice provost and director of libraries on the policies, development, and operation of the University libraries;

(v) shall have cognizance over recreation and intramural and intercollegiate athletics and their integration with the educational program of the University, including the planning and provision of adequate facilities for various sports and recreational activities; and

(vi) shall have cognizance of all matters of policy relating to research and the general environment for research at the University, including the assignment and distribution of indirect costs and the assignment of those research funds distributed by the University, and shall advise the administration on those proposals for sponsored research referred to it because of potential conflict with University policy.

(b) Committee on Campus and Community Life

The Committee on Campus and Community Life:
(i)  shall have cognizance over the University's communications and public relations activities in their various formats and media including electronic, audio (the telephone system), video and printed copy, and it shall monitor the University's internal communications, the operations of the University Communications Office, communications to alumni, and the interpretation of the University to its many constituencies;

(ii)  shall advise the Council on the relationship of the University to the surrounding community and the relevant University policies, work to ensure that the University develops and maintains a constructive relationship with the community, and monitor pending real estate activities of concern to the community;

(iii)  shall have cognizance of the conditions and rules of undergraduate and graduate student life on campus, including 1) gathering and analyzing information concerning student life and student affairs and making recommendations to the Council; and 2) responding as appropriate to requests from and reporting information and recommendations concerning student life and student affairs to the vice provost for university life and other appropriate administrative officers; and

(iv)  shall advise the president, the director of public safety, and the administrators or directors of specific buildings, offices, or projects on all matters concerning safety and security in the conduct of their operations, including consideration and assessment of means to improve safety and security on the campus.

(c) Committee on Committees

The Committee on Committees, on behalf of the Steering Committee, will monitor all Council standing and ad hoc committees to assess their continuing usefulness. It will familiarize itself with the work and performance of committees and present recommendations to the Steering Committee for such changes in the structure, charges and number of members as it thinks appropriate.

The Committee on Committees will receive nominations from the various constituencies for membership on the standing committees and the independent committees with the exception of the Committee on Open Expression. It will transmit those nominations together with recommendations for committee chairs to the Steering Committee.

The Committee will consist of six faculty members (including the chair-elect of the Faculty Senate). They will nominate faculty members for the various committees on behalf of the Faculty Senate.  If after reasonable efforts and by May 15 preceding the academic year term of a committee, the Committee has not identified a sufficient number of members of the Faculty Senate who are willing to serve on a committee, then (i) full-time employees who are members of the associated faculty may be appointed to that committee and (ii) the chair, chair-elect and past chair of the Faculty Senate may identify and nominate additional members for approval by the Steering Committee.

In addition there will be a representative from each of the following: the Penn Professional Staff Assembly, the Weekly-Paid Professional Staff Assembly, the Graduate and Professional Student Assembly, and the (undergraduate) Nominations and Elections Committee. The chair-elect of the Faculty Senate shall be a voting ex officio member of the Committee.

(d) Committee on Facilities

The Committee on Facilities shall be responsible for keeping under review the planning and operation by the University of its physical plant and all services associated therewith, including transportation and parking.

(e) Committee on Personnel Benefits

The Committee on Personnel Benefits shall have cognizance over the benefits programs for all University personnel. The Committee shall consist of eight faculty members (of whom one shall be a member of the Senate Committee on the Economic Status of the Faculty), three representatives of the Penn Professional Staff Assembly, and three representatives of the Weekly-Paid Professional Staff Assembly. The vice president for human resources, associate provost, and director of benefits shall serve as non-voting ex officio members.

(f) Committee on Diversity and Equity

The Committee on Diversity and Equity aids Penn in fostering and taking full advantage of its diversity as well as in strengthening ties across all boundaries to enrich and enliven the campus community. The Committee shall advise the offices of the president, provost, and the executive vice presidents on ways to develop and maintain a supportive atmosphere on campus for the inclusion and appreciation of diversity among all members of the University community. The Committee will review and provide advice regarding the University’s equal opportunity and affirmative action programs and policies. The areas in which the Committee shall report to the Council include diversity within the educational and work settings, integration of staff and faculty into the larger campus community, and ways to foster a campus environment that is inclusive and supportive of difference. The Committee also will advise the administration on specific diversity issues that may arise on campus.

2. SUBCOMMITTEES

Any standing committee shall have the power to delegate specific tasks or functions to subcommittees whose members shall include one or more members of the parent committee. In addition, as issues arise, subcommittees of standing committees may be constituted, appointed, and given specific charges by the Steering Committee or, in consultation with the Steering Committee, by the chair of the Faculty Senate, the Committee on Committees, or the chair of a standing committee. The membership of a subcommittee is not limited to members of the relevant standing committee, but to the extent possible members of subcommittees shall include at least one member of that standing committee.  Where appropriate a subcommittee may be a joint subcommittee of more than one standing committee. Unless specifically authorized, no subcommittee report or recommendations shall be represented to be a report or recommendation of the full committee without the express approval of the full relevant standing committee as indicated by a majority vote at a regular meeting of the full committee.

3. SPECIAL COMMITTEES

The Council may create special committees to undertake specific tasks or functions. The membership of special committees shall be specified in the charges detailed by the Council in creating such committees.

4. INDEPENDENT COMMITTEES

The Council takes cognizance of several University committees, which it does not directly charge but which may be called upon to report to the Council on specific issues within their purview.

(a) Committee on Open Expression

The Committee on Open Expression has as its major task: monitoring the communication processes to prevent conflicts that might emerge from failure of communication, recommending policies and procedures for improvement of all levels of communication, investigating alleged infringements of the right of open expression of any member or members of the University community, advising administrative officers where appropriate, and participating in evaluation and resolution of conflicts that may arise from incidents or disturbances on campus. The Committee shall consist of seventeen members: eight faculty members, two representatives of the Penn Professional Staff Assembly, one representative of the Weekly-Paid Professional Staff Assembly, three undergraduate students, and three graduate/professional students. The faculty and representatives of the Penn Professional Staff Assembly are appointed to two-year terms, staggered so that in each year either two or three faculty members are appointed, and one representative of the Penn Professional Staff Assembly is appointed. The student members are appointed to one-year terms. The chair of the Committee shall be selected by the Committee on Committees from among the members. The jurisdiction of and procedures of the Committee shall follow the Guidelines on Open Expression. At the beginning of every year, the Committee shall conduct a meeting in order to familiarize the members with the Guidelines and the responsibilities of Committee members in enforcing and implementing the Guidelines.

(b) Committee on Honorary Degrees

The Committee on Honorary Degrees solicits nominations from faculty and staff members and students for honorary degrees to be awarded by the University at Commencement and at special convocations and submits a slate of nominees for action by the trustees. It may make recommendations to the president regarding Commencement speakers and the conduct of special convocations. The Committee shall consist of eight faculty members, two graduate/professional students, two undergraduate students, one representative of the Penn Professional Staff Assembly, and one representative of the Weekly-Paid Professional Staff Assembly.

5. EMAIL MOTIONS AND VOTING

(a) A motion by a member of a standing committee, subcommittee, special committee, or independent committee for action or resolution may be made and seconded by email transmission in lieu of a meeting. If the moving member proposes that the motion be subject to an email ballot, the motion must explain why consideration of the motion should occur before the next regularly scheduled meeting of the committee or subcommittee or a special meeting.

(b) A vote by the members of a committee or subcommittee may be taken by email transmission on an action or resolution on at least ten days email notice to the members by the chair of the relevant committee or subcommittee. An email ballot will not be conducted if, within five days after the chair of the committee or subcommittee sends email notice to the members, three or more members request that the subject of the proposed email ballot be voted on in a meeting. A motion will carry in an email ballot only if at least two-thirds of the members of the committee or subcommittee cast votes and the motion receives a simple majority of those voting.

VII. Amendments

These bylaws may be amended by a majority vote of the members of the Council in attendance in the presence of an actual quorum at any meeting if the proposed changes have been distributed in writing to the members of the Council at least one month in advance of that meeting.